Minnesota service contract template

Minnesota Service Contract

This Service Contract ("Agreement") is made and entered into as of [Date] by and between [Service Provider Full Legal Name], located at [Service Provider Address] ("Service Provider"), and [Client/Customer Full Legal Name], located at [Client/Customer Address] ("Client").

Basic Information:

• Contract Name: [Contract Name]
• Date of Signing: [Date]
• Service Provider Full Legal Name: [Service Provider Full Legal Name]
• Service Provider Contact Information: [Service Provider Address, Phone Number, Email]
• Client/Customer Full Legal Name: [Client/Customer Full Legal Name]
• Client/Customer Contact Information: [Client/Customer Address, Phone Number, Email]

Description of Services:

• Scope of Work: [Detailed Description of Services]
• Deliverables: [List of Deliverables]
• Project Milestones: [List of Project Milestones with Dates]
• Timelines: [Project Start Date] to [Project End Date]
• Exclusions/Limitations: [List of Exclusions/Limitations]
• Options:
  • Option A: Include specific service element: [Description of Service Element]
  • Option B: Exclude specific service element: [Description of Service Element]

Term:

• Fixed Term: From [Start Date] to [End Date]
• Ongoing (Evergreen): Effective [Start Date] and continues until terminated.
• Renewal/Extension:
  • Option A: Automatic Renewal: This Agreement will automatically renew for successive terms of [Duration], unless either party provides written notice of non-renewal at least [Number] days prior to the end of the then-current term.
  • Option B: Extension Clause: This agreement may be extended upon written mutual consent between the parties.
  • Option C: Transition Clause: Upon termination, the Service Provider will assist Client for [number] days to transition the services to another provider.

Compensation:

• Service Fees: [Dollar Amount or Rate]
• Payment Schedule: [Payment Schedule Details, e.g., Monthly, Upon Completion, etc.]
• Methods of Payment: [Accepted Payment Methods, e.g., Check, Credit Card, ACH Transfer]
• Invoicing Procedures: [Details on Invoice Submission and Content]
• Late Payment Penalties: [Interest Rate or Late Fee Amount]
• Reimbursement of Expenses: [Details on Reimbursable Expenses and Approval Process]
• Fee Structure Options:
  • Option A: Hourly Rate: [Hourly Rate]
  • Option B: Per-Project Fee: [Fixed Fee per Project]
  • Option C: Milestone-Based Fee: [Fee per Milestone]
  • Option D: Retainer-Based Fee: [Retainer Amount and Services Covered]

Taxes and Billing:

• Responsibility for Taxes: [Party Responsible for Collecting/Remitting Taxes]
• Applicable Taxes: [Sales Tax, Use Tax, Other Minnesota State Taxes]
• Tax ID (if applicable): [Tax ID Number]

Responsibilities and Obligations:

• Service Provider Responsibilities: [Detailed List of Service Provider Responsibilities]
• Client Responsibilities: [Detailed List of Client Responsibilities, including Cooperation, Information Provision, and Access]
• Performance Standards/KPIs: [List of Key Performance Indicators]
• Optional Detailed Lists:
  • Option A: Detailed Service Provider Responsibilities:
    • [Responsibility 1]
    • [Responsibility 2]
  • Option B: Detailed Client Responsibilities:
    • [Responsibility 1]
    • [Responsibility 2]

Modification/Amendment:

All modifications or amendments to this Agreement must be in writing and signed by both parties.

• Options:
  • Option A: Simplified Amendment Process: Amendments may be made via email confirmation.
  • Option B: Formal Amendment Process: Amendments must be executed with the same formality as this original agreement.

Confidentiality:

Obligations regarding confidential information, data security, and privacy.

Compliance with Minnesota Government Data Practices Act (if applicable).

• Options:
  • Option A: Standard Confidentiality: Each party shall keep the other party’s proprietary information confidential.
  • Option B: Enhanced Confidentiality: Includes specific details about data encryption and access control.
  • Option C: Data Processing Addendum: Incorporates a Data Processing Addendum for compliance with privacy laws if handling personal data.

Intellectual Property Ownership:

Ownership of intellectual property created during service provision.

• Options:
  • Option A: Work-for-Hire: All intellectual property created shall be owned by the Client.
  • Option B: Assignment: Service Provider assigns all rights to Client.
  • Option C: License Agreement: Separate license agreement to govern use of intellectual property.

Non-Compete, Non-Solicitation, and Non-Disparagement:

Non-Compete: The Service Provider agrees not to compete with the Client within [Geography] for a period of [Duration] after termination of this Agreement. Consideration for this clause is [Consideration].

Non-Solicitation: The Service Provider agrees not to solicit the Client's employees or customers for a period of [Duration] after termination of this Agreement.

Non-Disparagement: Neither party shall disparage the other.

Indemnification, Hold Harmless, and Limitation of Liability:

Indemnification: [Party A] shall indemnify and hold harmless [Party B] from any claims arising from [Circumstances].

Limitation of Liability: The total liability of [Party] shall be limited to [Dollar Amount]. This limitation does not apply to gross negligence or willful misconduct.

Insurance:

• Required Insurance:
  • General Liability: [Coverage Amount]
  • Professional Liability/Errors and Omissions: [Coverage Amount]
  • Workers' Compensation: As required by Minnesota law.
  • Cyber Liability: [Coverage Amount]
• Additional Insured: [Party to be named as Additional Insured]
• Options:
  • Option A: Waiver of Insurance: Client waives the requirement for Service Provider to maintain [Specific Insurance Type].
  • Option B: Certificate of Insurance: Service Provider shall provide Client with a certificate of insurance evidencing required coverage.

Termination:

• Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days written notice.
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice.
• Termination by Mutual Agreement: This Agreement may be terminated by mutual written agreement of both parties.
• Settlement of Outstanding Obligations: Upon termination, all outstanding obligations shall be settled within [Number] days.
• Minnesota Specific Considerations: Notice and “cure” periods shall be as specified in this clause and allowed under applicable Minnesota law.

Dispute Resolution:

• Negotiation: Parties agree to first attempt to resolve any disputes through good faith negotiation.
• Mediation: If negotiation fails, parties agree to submit to mediation in [City, Minnesota].
• Arbitration: If mediation fails, parties agree to submit to binding arbitration in accordance with the rules of the American Arbitration Association.
• Governing Law: This Agreement shall be governed by the laws of the State of Minnesota.
• Venue and Jurisdiction: The venue for any legal action shall be [County], Minnesota.
• Options:
  • Option A: Litigation: If arbitration is unsuccessful, either party may pursue litigation in a court of competent jurisdiction.
  • Option B: No Arbitration: All disputes shall be resolved through litigation.

Force Majeure:

• Covered Events: Acts of God, war, terrorism, natural disasters, and other events beyond reasonable control.
• Notification Procedures: Party experiencing force majeure shall notify the other party within [Number] days.
• Rights of Parties: Obligations are suspended during the force majeure event.

Independent Contractor Status:

The Service Provider is an independent contractor and not an employee of the Client.

No partnership, joint venture, or agency relationship is created.

Deduction of Taxes: Service Provider is responsible for all federal, state, and local taxes.

Compliance with Minnesota Employment Standards: Service Provider is solely responsible for compliance with all applicable Minnesota employment laws with respect to its employees and subcontractors.

Compliance with Laws:

Both parties shall comply with all applicable federal, state, and local laws and regulations.

• Options:
  • Option A: Minnesota Labor Codes: Compliance with Minnesota labor codes regarding worker classification.
  • Option B: Licensure Requirements: Service Provider warrants it holds all necessary licenses required to perform the services in Minnesota.
  • Option C: Industry Regulations: Compliance with all applicable [Specific Industry] regulations.

Recordkeeping and Audit Rights:

Service Provider shall maintain accurate records of services performed.

Client shall have the right to audit such records upon reasonable notice.

Record Retention Period: [Number] years.

Assignment and Delegation:

Neither party may assign this Agreement without the written consent of the other party.

• Options:
  • Option A: Automatic Assignment: This agreement may be assigned upon merger, acquisition, or sale of substantially all assets.
  • Option B: No Assignment: No assignment of this agreement is allowed without the written consent of both parties.

Notices:

All notices shall be in writing and delivered by [Email/Postal Mail/Hand Delivery].

Notice Addresses: As stated in the Basic Information section.

Effective Date: Notice shall be effective upon receipt.

• Option:
  • Electronic Communications: Parties agree to use only electronic communications.

Severability:

If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

Entire Agreement/Merger Clause:

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

• Options:
  • Option A: Inclusion of Exhibits: This agreement includes the following exhibits [List of Exhibits], which are incorporated by reference.
  • Option B: Exclusion of Prior Agreements: This agreement supersedes all prior agreements, whether written or oral.

Waiver:

Failure to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement.

• Options:
  • Written Waivers: All waivers must be in writing and signed by the waiving party.

Headings and Interpretation:

Section headings are for convenience only and shall not be used in interpreting this Agreement.

• Option:
  • Construction Against Drafter: This Agreement shall not be construed against the drafter.

Minnesota-Specific Disclosures:

[Required Disclosure Statement, if applicable]

Data Security/Privacy/HIPAA Clauses (if applicable):

[Detailed Clauses regarding data security, privacy, and HIPAA compliance, if applicable]

• Option A: Basic Data Privacy Clause
• Option B: HIPAA Compliance Addendum

Statutory Addenda/Notices/Supplement Schedules (if applicable):

[List and Inclusion of Required Addenda/Notices/Schedules]

Signature Block:

____________________________

[Service Provider Printed Name]

[Service Provider Company Name]

[Service Provider Title]

Date: ______________

____________________________

[Client/Customer Printed Name]

[Client/Customer Company Name]

[Client/Customer Title]

Date: ______________